Overdrive: A Portal Fanfiction
by HosekiDragon
Summary: AU. Android!Cores. Deep in the labyrinth of the crumbling Aperture Science Testing Facility, things are stirring, awakening. The Lady walks again. And this time, she's not alone. "I think we can put our differences aside. For Science. You monster."
1. The Courtesy Call: Part 1

_Screw it, I'm just going to do this and see how it goes.  
><em>

_Well, anyway, here's how it breaks down. This is an AU version of Portal 2 wherein cores are androids. The story will be different from the actual game play because following the game exactly is weird and…boring. You'd basically just be reading a script and I'd feel like I was totally ripping Valve off. _

_So here's my take on Portal 2. With androids. And I don't own any of it, by the way. So sit back, enjoy the testing, and everything will be just…fine._

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><p><strong>Overdrive<strong>

**Part One: The Courtesy Call**

**Chapter One**

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><p>A figure perched on a chair like device that dangled from the ceiling looked out across the giant room that was filled with thousands of rectangular boxes the size of an average motel room. His legs were crossed, arms resting lightly on the arm rests, gaze seeming to stare far off into the distance, and he was completely motionless aside from his lips which were moving in a quiet whisper.<p>

He looked human enough; pale skin, a rumpled, grayish, tail-coated suit, messy, blond-ish hair that was so pale it was almost white, and glasses; but closer inspection proved otherwise. Wires ran from his back, neck, and the backs of his hands, trailing up to the connector holding the chair to a rail on the ceiling, there was a large disc on his front, poking through his suit (which was an elaborate mess of buckles and strange, unnecessary ornaments) that pulsed with a faint light, and his eyes glowed a soft electric blue.

"Wasn't my fault, can't possibly blame me because, really, there's no way I could have known—they only told me to watch, look no touch, that's what they told me," He was muttering, staring into space, "Never bothered to instruct little ol' Wheatley on what to do if all the bloody Relaxation Chambers started going offline, it's not like there's a manual and there's not exactly anyone around to—to ask so there's no way they could ever blame me. Right?"

No one answered.

Wheatley shrunk down in his Official Management Rail Chair, looking around at the vast Relaxation Center around him. It was too big for him, an Aperture Android Personality Core, all alone on the Management Rails. The room was too big, the job was too big, the crushing weight of responsibility too big. Of course, Wheatley had accepted the position because proving that he could do _something_ was all he'd really wanted (well, that and they hadn't given him much of a choice.

"This is a bloody mess…" The android dropped his face into his hands with a groan, smearing fingerprints across his already horribly smudgy glasses, "God, I don't even know what I'm supposed to do anymore. The whole place is turnin' into a massive forest, half of…of _everything's_ gone offline, and there's nothin'—absolutely nothing—in any database that I can access about what I am supposed to be doing."

Something dinged.

It was a forlorn, far away sound, but it caught Wheatley's attention all the same. He straightened up in his seat and raised his hands, a holographic keyboard flashing into existence beneath them. As his fingers twitched across them, his head titled back slightly and his eyes lost focus. If one were to look closely enough, it would have been possible to see streams of binary, phrases, orders, and code flickering over the solid blue orbs. Then, abruptly, he blinked and his head dropped forward again, the keyboard vanishing as quickly as it had appeared.

"Some of them still have life signs!" Wheatley proclaimed in a gleeful tone to no one in particular, "Oh, this is brilliant, this is just fantastic!" With the whisper of a thought, he spun his Official Management Rail Chair around and whizzed through the Relaxation Center, "Maybe I can get one of them up and they can tell me what to do about the power going offline and the plants taking over and—oh, no, brainwave! Brainwave! Even better idea! I'll wake one of them up and we can just get out of here! Just leave! Oooohhh, that would be the best, the most brilliant, perfect, Wheatley, you are a genius!"

His speed slowed a bit, though, as a thought crossed his mind, "But the only way I know out of here is through the old test chambers and they're all mangled and overgrown and you can't even get through them without a Portal Device but—oh, wait, I think I remember where they kept part of one! Oh, yes, I remember! Oh, this is just perfect! This plan is great! Brilliant! Everything's going to go absolutely perfectly!"

So of course it didn't.

The first human he'd woken out of stasis had taken one look at him and had begun to hurl every object within his reach at the android. Granted, there really hadn't been that much in the dilapidated room in the first place but it was enough to make Wheatley scurry out the door, howling apologies and covering his arms with his head. He'd simply put that human back to sleep; no sense having a crazy person running around the facility.

The second was a little girl. Wheatley hadn't been sure what to make of her at first, he had never had much experience with children. But the way she reaching for him, huge eyes gazing up pleadingly, asking if he knew 'where mummy went' was enough to make him question whether using her was a very good idea. But she was young and strong (ish) so she would do. Her room had been jammed to the rail, a combination of rust and disuse clogging the machinery and making it impossible to use. So in the end, he'd had to carry her out in his lap and while she seemed to enjoy it—squealing with delight, dirty fingers smearing across the plate on his chest—he was none to pleased about it. But she would be useful, at least he hoped, so he tolerated it.

For a while at least. He finally got too fed up to carry her all the way to the chamber where half of a Portal Device was supposed to be waiting (it had been there last time he been through) and in the end dumped her through a hole in the wall where his Management Rail didn't reach and told her to find it. He'd explained, as best as he could, about the Portal Device and why she had to find it and then left her to it. Well, there may have been some screaming and some leaking thing Wheatley vaguely remembered was called 'drying' or 'crying' or something like that but in the end he had promised to find this mummy person if she found the Portal Device. He'd watched through the hole in the wall until she'd tottered out of sight and then, after a brief search that only resulted in the revelation that the little girl's parents were in two of the Relaxation Chambers _not_ online, he shot down his rail to wait outside the room supposedly containing the Portal Device.

He waited a long time.

According to his internal clock (which may or may not have been correct since that collision with the Weighted Companion Cube a few years ago), he waited three days, six hours, ten minutes, and thirty-seven seconds exactly. And she never showed. Feeling just a tad upset that that plan hadn't worked out and that the little girl had obviously simply taken the Portal Device and run like the selfish little brat she was, Wheatley went back to trying to find other humans to help him out.

The third was a big man who Wheatley had no desire to even try to carry and was forced to endure a ride in the Relaxation Chamber. Only, halfway across the Center, the floor collapsed and the man fell screaming to vanish into the dusky light below. Wheatley actually felt pretty terrible about that one. Falling was on his list of things that he never wanted to do. And to be fair, it was a pretty long list.

The fourth was a cheery enough guy who kept making stupid jokes but Wheatley managed to get in a word enough to explain the situation. Though, in retrospect, it might have been better not to mention the fates of the three previous tries. Wheatley made a mental note not to say anything about that in the future.

Still, the man was willing enough and, lucky day, his Chamber was close enough to a wall that he could scramble out and into one of the old test chambers. Even luckier day, it was one that Wheatley's Management Rail went through. It really wasn't much of an adventure but at least now he had someone to talk to. The guy stumbled and tripped his way through the non-functioning chambers, Wheatley occasionally accessing the system to try and clear some of the panels out of the way. Sometimes it worked. Most of the time it didn't. But they got on fairly well and in a couple of days, Wheatley was sure they were close to the Portal Device. Ecstatic, the two had raced forward but the human had been halted by a rather large gap across the floor due to some flooring panels that had collapsed. Separating one side from the other was a deep pool of toxic looking sludge that was trying its hardest to be water.

Wheatley whizzed around to the other side and gleefully called that the man could totally jump it. The man said he couldn't. An argument ensued and it went on for several minutes before Wheatley finally convinced the man that it was conceivable for him to jump the gap and it was only water and couldn't possibly hurt him and that if he didn't want to he could just turn around and march right back into the Relaxation Center no questions asked.

The man had jumped.

And missed.

He'd vanished into the sludge-water, resurfaced screaming about acid or something, and then vanished again. He did not come back up.

Admittedly, that was when Wheatley started to wonder if that had been the wrong choice.

But he had no time to dwell on it. Number Four had failed, time to try Number Five.

Number Five met her end at the beam of a stray turret that was somehow still functioning.

Number Six tried to pull him off the Management Rail Chair and smash him with a lamp.

Number Seven had run off on his own. Wheatley didn't know what happened to him.

Number Eight had been nothing but a bloody vegetable.

And still, after all that failure, Wheatley refused to believe that no one could help him escape. Granted, he had few options left—one option, really—but he wouldn't allow that to get his circuits down. This one would do it right. This one would help him escape.

He hovered outside the last door that had displayed life signs, wishing that it was a nice round number like ten instead of nine, and knocked.

"Uh, hello? Is anyone in there? Hello, you awake or—or alive, even? Um, can you open the door?" He paused for a moment, tilting his head to listen but heard nothing, "Heeellloooo! Yes, if you're in there, could you just—just open the door. See, thing is, I can't exactly reach the handle from up here so if you could just open up, that'd be fantastic. Hello?" He knocked again, just in case, just to be politely impatient, "Anyone in there? Hello, uh, could you open the door please?"

The handle jostled and the door was yanked open, catching Wheatley completely by surprise. He hadn't even heard footsteps. The android pulled back with a yell, pressing against the back of his chair before relaxing.

"Oh, oh, God, you scared me, you look terribbbllllyyyy lovely. Yes, lovely, you look very nice." He nudged his chair into the room just as a friendly voice crackled over the ancient speakers to inform them that an emergency evacuation was in order because of some sort of inevitable meltdown, "Oh, don't worry about that, it's been saying that for days now, nothing to worry about, well, actually, it is something to worry about _but_ don't let it bother you. Just…prepare, that's what they always say, you know, prepare." He swiveled around, putting on his friendliest grin, and clapped his hands together, "Right, so, getting out of here. I can do that. Just—just hold on to something, okay, because last time I did this the floor kind of—well, actually, just hold on, all right? Okay? Okay."

Without waiting for a response (or the possibility of a lamp being hurled at him), he opened up one of the ceiling panels and rose up the Management Rail to connect with the hookup on the bigger, heavier rail of the Relaxation Chamber. He felt wires stretch out, information being accepted, and then, with a twitch and a shudder, he was in. It was weird, being connected to the Relaxation Chamber; all the information that had been stored in it always came flooding in and he never really had time to try and sort it out.

_[Test Subject Profile: Chell—]_

_[don't give me that don't give me that I don't need that just give me access I need to move this stupid chamber stop giving me that useless information—]_

_[—Abnormal Tenacity Level—]_

_[—access that's all I need stop sending me this I don't care rotten bloody computer useless thing can't get its priorities straight maybe I should just fry all its circuits—]_

_[—DO NOT TEST—]_

_[—man alive I DON'T CARE stop giving me all these bloody warnings and what not and just grant me access you rotten thing Gods you're stupid who programmed you the engineers bloody hell—]_

_[access granted]_

"Well it's about bloody time!" Wheatley snorted even though the interaction had taken place in a few seconds. The blue glow of his eyes flashed brighter for a moment and then his hands gripped the armrest tightly as the Relaxation Chamber moved. It creaked and wobbled, obviously not in the best of conditions, but it would have to do. The human in there was his last chance.

"You all right there, luv?" He called, trying to focus all his attention on steering the Chamber. Really, it was harder than it looked, "Hello? You all right?" When there was no answer, he stopped the Chamber and listened, "Are you alive in there?" Still no answer. With a sigh, he disconnected from the hookup and dropped back into the room to find the human crouched on the floor, back braced against the wall.

"Uh, listen, this may come as a bit of shock," He tried to keep smiling because smiling was a good, friendly thing to do, "But it has been known to—to happen that, um, some test subjects, after long periods of time in cryo sleep, will sometimes—uh, sometimes get a very minor case of serious brain damage. But, but don't worry," He added hurriedly waving his hands in the air, wiping away his last words, wires swinging back and forth like pendulums "It's nothing to be alarmed about. Though if you are feeling alarmed, just—just hold on to that because that's a normal feeling to being told that you have a minor case of serious brain damage."

The human just stared at him.

Wheatley stared back, trying to figure out what to do. He studied this new human, chewing on his lip, trying to get inspired for an idea. This one was a female. She was tallish with dark hair and pale eyes, her orange jumpsuit top was tied around her waist, and she looked perfectly comfortable in the Long Fall Boots. She looked like a fighter.

Then again, so had the big guy who had fallen through the floor. And the one who had fallen into the sludge-water-acid stuff.

"Okay, look, can you just say something?" He asked, inching forward a little in his chair, "You know, just to let me know you're all right? Just a—just a 'yes' or something? That would be great. Can you do that for me?"

She slowly rose to her feet, her gaze darting from him to the opening in the ceiling above him and then back. Then, without warning, she jumped, hands reaching, and fell short, stumbling back to lean against the wall with a dazed look on her face.

"That was…that was actually jumping you were doing right there, luv." Wheatley said in amusement, not even bothering to hide the smile on his face, "How about we try something a little easier? Oh, how about you say my name? It's Wheatley, by the way, not that you asked, not many people do, but I'm just saying, Wheatley, nice to meet you. So that's a little easier than 'yes', isn't it—no, no, actually it's not, really, bit more complex I suppose. Okay, okay, so how about 'apple'? Can you say 'apple'? Aaaappppllleee. Go on, say apple. Apple."

She glared at him, pushed herself off the wall, made a running leap…and collapsed to the floor, trembling slightly. An alarm sounded somewhere in the distance.

"All right, close enough." Wheatley decided, even though nary a word had been said, "Look, just hang on and I'll get us out of here." And he moved back into the ceiling, hooking himself back up to the Chamber and steering it towards where he thought the Portal Device might be, "Okay, seriously, do hold onto something this time! It could get a little rough!"

Wheatley urged the Relaxation Chamber up and forward, trying to carefully navigate the Center. Just his luck that whatever-her-name-was' Chamber was smack dab in the middle of a group of the bloody things. Said Chamber slammed jarringly into another and Wheatley winced, steering it quickly away only to have it slam into one on the other side.

"Sorry!" He shouted down, "Sorry about that, sorry!" And then, because he was nervous and he hated the silence that had permeated the facility for years and years, he kept babbling, "Listen, I'm actually in pretty hot water here, know I've been keeping a cool head, actually fairly good at that, disregarding that time with the neurotoxin button, but the point is—the point is that _everything_ has gone offline. The reserve power sources kind just failed—not my fault, just throwing that out there—but who's fault do you think it's—WHOA!"

The Chamber crashed into another Chamber that Wheatley _swore_ had just popped out of nowhere. Metal screeched against metal and the side of the room that held the Lady was ripped away in a groan of bending steel, crackles of ancient drywall, and tearing of seedy old wallpaper.

"Sorry, sorry, accidently hit that. Anyway, the point is that when the management _does_ finally come down here who do you think they're going to blame! And it's not like it's my fault anyway, think I might have mentioned that already, it's not my fault because nobody bothered to tell me what was going on, nooo, never bothered to tell me what to do when the Relaxation Center stops waking up the bloody test subjects!"

Flustered and not a little bit angry, Wheatley steered the Chamber forward a little too quickly and smashed it into another. The whole front of the Lady's Chamber collapsed in, shattering large chunks of old drywall and skewing metal supports,

"Whoops! Don't—don't worry about that. You're still hanging on, right? So if, by some random chance, the management _does_ come down here and starts asking question, not that anyone is, no one's really been down here in…I forget how long, but the point is if anyone _were_ to come down here then I'm thinking we should probably get our stories straight!"

A scream of metal as he forced the Chamber between two other ones, nearly ripping the rest of the walls off,

"Ahh, sorry, hit that one, I hit that one, but point is, if anyone asks, not that anyone is, but if they did, just—just tell them that, as far as you know, last time you checked, everyone was pretty much alive, okay? Right? You—you got that? Still alive down there? No answer, right, going to take that as a yes."

The entire battered, once-upon-a-time-I-was-a-Chamber rattled and jarred Wheatly in his chair, making him wince. He swung it around on the rail, probably moving faster than regulations stated, and wedged his way through other dangling Chambers. The system was snapping warnings at him, checking off all the things he was doing wrong and letting him know how much trouble he would be in next time someone checked in and it just made Wheatley's circuits fizz because none of this, absolutely _none_ of this, was, in any way, his fault.

"Okay, we're almost there," He called down, "Just on the other side of this wall up ahead is one of the old testing tracks. And I'm pretty sure this is a docking station. Just hold on, I'm going to perform a manually override on it! Seriously, do hold on this time, it gets a little tricky!"

Screwing up his features in concentration Wheatley pulled the Chamber back across the rail, paused, and shoved it forward with as much speed as he could muster. The already ruined front of the Chamber slammed into the wall and the steel beams took a sizable chunk from the old concrete, poking a hole in a cloud of masonry dust. Wheatley himself was nearly flung from his chair on impact and he clutched at the arms, shoes scraping across the footrest as he pressed himself into the back.

"All right, couple of things! That is _not_ a docking station but I still think we're going in pretty much the right direction! Also, also, sort of forgot to mention this before, kind of important, heat of the moment kind of thing, can't really blame me for that, but there's gun back there we're going to need to escape! Hold on, here we go again!" The Chamber slammed into the wall again, widening the hole, revealing a tangle of vines and flashes of smudged and cracked glass, "Almost through, almost through! Remember, you're looking for a gun that makes holes, not bullet holes but—but holes like—oh, you'll figure it out. One more time ought to do it! Rrrreeaaallly hold on this time!"

Wheatley clenched his teeth, tightened his grip on the arm rests, and willed the Chamber forward with as much force as its rusty old connector could muster. It screamed in protest but shot forward willingly enough, the system blaring warnings at him. There was an almighty crack, the crunch of bending metal, and explosion of dust that coated everything. Sputtering and coughing, Wheatley hauled himself into a more upright position and rubbed grit from his eyes. Which didn't help until he dusted off his glasses as well, really just managing to smear most of the dirt around.

"All right, there we go, ah-ha, testing track open." He disengaged from the hookup, which was now muttering quickly fading warnings, and spun his chair around to face the ruined chamber, now wide open and smashed firmly into the wall.

The Lady was clambering out of the ruins, brushing dirt from her bare arms, stepping rather skillfully over the rubble. She ducked out of the hole, perching easily on the slanted chunks of concrete, and looked up to him. Despite the brain damaged jumping she had displayed earlier, her pale eyes were sharp and she was watching him with a wariness he had never seen before. Most humans had always looked at him with distaste, like he wasn't living up to their expectations. He decided to disregard it; she had brain damage, after all.

"Listen you're probably not actually qualified for this kind of cognitive course," Wheatley shifted on his chair, trying to reorganize his long limbs into a more comfortable position on the tiny chair, "But I'm—we—are really out of options here. So just go on through, find the Portal Device—that's the gun that makes the special holes, by the way—and I'll meet you on the other side. All right?" Her eyes narrowed distrustfully and Wheatley hunched his shoulders, the handles arching over to his back reaching up to his temples, "Er, uh, really, this is kind of important, see, think I mentioned it before, pretty sure I did, just that this place is not up to health code standards aaaannnddd it might kill us. Slowly. Or—or quickly, just depends on which bits fall apart first. Point is…point is that I can't use the Portal Device—Core Constructs and anti-use programming, all very complicated, technical stuff—and you probably don't want to be stuck here, so you know, everyone wins, really. So—so if you could just go in there and I'll meet you on the other side of the track…"

The ramble petered off on a hopeful note with Wheatley tapping his fingertips together in a nervous manner, a crooked, anxious smile on his face. The silence that followed made him all the more twitchy.

But then, just as he was about to go off on another rambling explanation about exactly _why_ they needed to escape, the Lady gave him one last hard, somewhat wary look, turned, and stepped carefully through the piles of twisted metal and broken concrete. At the edge of the mess, just before she stepped out on the cracked and fractured glass before her, the Lady paused and looked over her shoulder at him, as if waiting.

"I…I can't follow you, luv." Wheatley said with a shrug and gestured to the Management Rail above him, "I…I just…can't. Sorry."

She blinked, glanced up at the rail, and then back at him. Not knowing what else to do, he raised a hand and waved, still wearing the crooked smile.

She never said a word, didn't even return the wave, just turned her back to him, and stepped lightly forward onto the glass. It creaked and then shattered in a bright crackling-tinkle and the Lady dropped out of sight.

Wheatley stayed where he was for a moment until her footsteps had drifted out of hearing range and then turned his chair around to follow his Management Rail all the way to end of the test track.

He hoped she would be there at the end.

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><p><em>So a few quick notes that I'm dropping here at the end. <em>

_This is something I'm playing with in my free time and by free time I mean during car rides and occasionally in my Art History class. Occasionally. I'm taking notes too, really._

_Point is, I wouldn't count on a consistent updating schedule and if this gets left in the dark for a while…yeah. I might actually drop it too, just keep that in mind, because this is a very big project and I need a job and I'm in college and blah blah blah._

_So just keep that in mind. I'll try and keep this going, though, because I do have some plans for it and I think it's a fun little side thing. I'll get around to the second chapter soon enough, I just started on it this morning. So, yeah, please let me know what you think and thanks for taking a peek. Hope to see you around again._


	2. The Courtesy Call: Part 2

_Right, so, onto chapter two. Probably should have mentioned this before but this will be switching between Wheatley's POV and Chell's POV. Haven't decided if GLaDOS gets a POV or not. Also, in the future, I will try to avoid doing duplicate chapters like this one kind of is. But some scenes might overlap, just be aware of that._

_Anyway, on with the show._

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><p><strong>Overdrive<strong>

**Part 1: The Courtesy Call**

**Chapter Two**

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><p>The first time she had been woken up, Chell hadn't been quite sure where she was. But as soon as that too-friendly voice had informed her that it was mandatory for all test subjects to be awaken for some sort of gymnastics course, it was all to easy to figure it out.<p>

She was still in the facility.

Destroying _Her_, destroying that maddened computer, had accomplished nothing in the end. She was still trapped, she was still a prisoner, and that had infuriated her.

She had obeyed the computerized voice, simply so it quit demanding things from her, but had ignored the last order to return to the bed. Obedience could only get you so far. So Chell stepped carefully around the bed and began to inspect the small, seedy looking motel room that probably really wasn't a motel room. Nothing in this place was ever what it looked like, she had learned that the hard way.

She first inspected the boots strapped across her lower legs. They were more comfortable than the braces she had had before but still forced her onto her toes. Easily dealt with. Then she turned her attention to the room. She tried the dresser but found the drawers to simply be raised bits of woods with handles stuck on, the wall of "windows" was really just translucent wallpaper with some sort of light implant, and the door that probably would have been for a bathroom wasn't even real.

The front door at the end of the short hall was her last resort.

She grabbed the handle and twisted but it didn't turn. She pressed against the door to no effect. She kicked it, rammed it, hit it with the surprisingly durable lamp, and was met with the same result each time. The door refused to yield. It figured that this place would have stupidly strong doors that she couldn't break through.

Angry about the defeat, Chell sat on the bed and twisted her hair into a low ponytail at the base of her neck, looking around the room for inspiration. There was nothing, the only thing that stood out was a metallic looking bar weaving across the ceiling. Whatever purpose it served was a mystery to her. Frustrated and tired, Chell undid the top of her jumpsuit, pulled her arms out, and tied the empty orange sleeves around her waist. She closed her eyes at the feeling of stale air cool against her hot skin.

Before she knew what had happened, she had fallen asleep again.

* * *

><p>She woke up to someone knocking on the door.<p>

The too-friendly voice was scratchy and crackled through ancient speakers and told her she'd been asleep for "99999999…"

That couldn't be good.

The room was a dark twin to what it had been the first time. The warm browns and golds had been smeared away by time into moody grays and blacks, the wallpaper was curled, the room heavy with dust and choked in ruin. The lamp shades had all but eroded away, the window-wall was a smear of charcoal black, the bed stiff and dented where her body had lay, and the heavy scent of age clogged the air.

"Um, can you open the door?" Someone was calling, their voice muffled slightly, an accent bouncing their words, "Heeelllloooo! Yes, if you're in there, could you just—just open the door?"

Chell tried to stand but her legs wobbled and collapsed underneath her. Scowling to herself, she stubbornly pushed herself back up, leaned against the dusty bedside stand until she'd stopped shaking, and then took a few steps forward. She still felt a little like jelly on stilts but it would have to do. She made her way shakily towards the door, paused because she wasn't sure if this was even going to work, grabbed the handle and pulled. To her surprise, the rusted bolts shattered at her hard tug and the door swung wide open.

"AAAHHHHH! Oh, oh, God, you scared me, you look terribbblllllyyyyy lovely. Yes, lovely, you look very nice."

Chell stepped aside as the man sitting in the chair moved into the room. The chair was hanging from the metal bar—rail—on the ceiling. And it looked far too small for him; his knees were almost pulled up to his chest, his head ducked, his shoulders hunched, arms dangling over the sides. It was almost comical and she might have found it more so if the too-friendly voice hadn't told them that an emergency evacuation order had been sent out.

"Oh, don't worry about that, it's been saying that for days now, nothing to worry about," He was rambling, large hands gesturing through the air as if they had a mind of their own, wires swinging, nervous chuckles weaving in and out of his words. All she could do was stare in wonder and not a touch of wariness.

But before she could get a proper look at him, he'd gone up through the ceiling and was telling her to hold on. She stared at the space where he had been and then flailed, grabbing at the wall beside her as the seedy motel room began to move. It rocked, creaking, light splitting thought the edges as it was hauled along. Oh, this was definitely not normal.

"You all right there, luv?" Called the accented voice and she tried to respond but her voice hadn't quite caught up to the rest of her yet and she ended up coughing, sliding down the wall to crouch on the floor until she'd gotten herself back under control, "Hello? You all right? Are you alive in there?"

And then he was back, right down through the ceiling again as if he had never even left, babbling all over again. His expression was a forced smile, the nervousness showing completely through his twitching fingers and softly glowing blue eyes.

His eyes were glowing.

Like _Her's_.

Chell felt a bubble of familiar angry horror rising inside her and she stared at the man in the chair as he continued to ramble. So obvious, now that she was looking for it, so obviously _not human_.

There were light lines, like scars, tracing down his cheeks from his eyes, there were wires coming from the back of his neck, and odd handle-like things curving over his shoulders to connect at his back. His strange, gray-ish suit was splashed with black rubber padding like anti-electricity conductors, and that familiar circle of triangles was pasted on his front, just below a…

A what? A disc? It seemed to be coming through the front of his shirt rather than being attached to it. It almost looked—and Chell felt the smallest of sick twinges at the thought—it almost looked like a third eye. An oval shaped disc of metal and within it was a circle, within that circle was a bright, pulsing blue orb that darted around in the same manner as his eyes. She swore she even saw it blink once.

"Okay, look, can you just say something?" He finally asked after a long ramble about serious brain damage or some such thing, "You know, just let me know you're all right? Just a—just a 'yes' or something? That would be great. Can you do that for me?" He pushed his glasses up his nose in a horribly human manner and looked at her in an expectantly hesitant manner, as if he was expecting rebuke instead of a reply.

Chell wasn't about to give him a reply anyway. As a rule, she did not speak to Aperture devices. She hadn't spoke to Her and she certainly wouldn't be speaking to him, no matter how nice her appeared. All appearances were lies. She pushed herself slowly to her feet, looking quickly from him to the opening and then back again. She could probably make it. One good jump and she could climb right over him and escape before he'd had a chance to do anything about it.

No time to hesitate.

She jumped.

But her legs still hadn't woken up all the way and they didn't quite cooperate. Instead of reaching his stupidly small chair, she barely managed a small leap and tripped over her own feet, stumbling and leaning against the wall again.

"That was…that was actually jumping you were doing right there, luv." She wished he would stop calling her that, "How about we try something a little easier? Oh, how about you say my name? It's Wheatley, by the way, not that you asked, not many people do, but I'm just saying, "Wheatley, nice to meet you." He did like to hear himself talk, "So that's a little easier than 'yes', isn't it—no, no, actually it's not, really, bit more complex I suppose. Okay, okay, so how about 'apple'? Can you say 'apple'? Aaaappppllleee. Go on, say apple. Apple."

Chell glared at him. He was giving her orders. They were all alike. She pushed herself off the wall and prepared to make a running leap only to have her legs completely give out. She dropped to the floor, trembling. Her body was weak, so pathetically weak. A loud buzzing sounded far off in the distance.

"All right, close enough." The android Wheatley said, "Look, just hang on and I'll get us out of here." With that, he moved into the ceiling again. Chell glared after him and got slowly to her feet only to be thrown back as the room moved. She was almost sent to the floor as they slammed into something.

"Sorry!" Came the muffled shout from above, "Sorry about that, sorry!" A pause and then, "Listen, I'm actually in pretty hot water here, know I've been keeping a cool head, actually fairly good at that, disregarding that time with the neurotoxin button, but the point is—the point is that _everything_ has gone offline. The reserve power sources kind of just failed—not my fault, just throwing that out there—but who's fault do you think it's—WHOA!"

A second later, Chell slammed into the wall, wincing as her shoulder was jarred. An entire wall was almost ripped away and she was beginning to wonder if he was ramming into things on purpose. Mad AI's trying to kill her was nothing new so it wasn't that much of a stretch.

"Sorry, sorry, accidently hit that. Anyway, the point is that when the management _does_ finally come down here who do you think they're going to blame! And it's not like it's my fault anyway, think I might have mentioned that already, it's not my fault—!"

Chell saw what was coming long before he did and pressed her back against the wall, bracing for the impact. When it came, she was thrown forward onto the bed and showered with rubble. She rolled off, wrapping her arms around her head and curling into a ball to try and protect herself. She was now pretty much convinced that this Wheatley was actually trying to get her killed.

And he was _still_ talking. She could hear him over the crumbling drywall, the groaning metal, the screech as steel shredded against steel. It was like he didn't know how to stop. At least She had had the decency (Chell questioned the thought immediately) to be silent every so often and let her get on with things. But this one…it seemed impossible that he could ever be quiet. Perhaps his programming was to be as obnoxious as possible and try to kill people by driving them insane with his constant babbling.

More tearing metal. The walls were almost gone, ancient, dusty gold-white light rippling through the openings and spilling into the room. Chell did not have the time to notice it; she was too busy trying to protect herself from the showering rubble. The place was rattling and rocking and she wedged herself into the spot between the bed and bedside stand (which was apparently bolted to the floor) to prevent her curled up body from rolling right out of the room. Her stomach flip-flopped with each jarring jolt and she knew she was going to have bruises after all of this was done.

"Okay, we're almost there," Wheatley was shouting, "Just on the other side of this wall up ahead is one of the old testing tracks. I'm pretty sure this is a docking station. Just hold on, I'm going to perform a manual override on it! Seriously, do hold on this time, it gets a little tricky!"

Chell assumed that would mean computer hacking—he was an android, after all—but apparently it meant _ramming the room into a wall_.

Who the hell had built this android!

She realized he was speaking again, yelling over the cracking cement and screeching steel, "—_not_ a docking station but I still think we're going in pretty much the right direction! Also, also, sort of forgot to mention this before, kind of important, heat of the moment kind of thing, can't really blame me for that, but there's a gun back there we're going to need to escape! Hold on, here we go again!"

Chell realized that she'd been peering over the bed to see the wall they'd hit and quickly ducked back down as the room swept forward again. It jolted her, a giant, cracking mess that sent showers of rubble and dust all over the place, and she winced as her head knocked against the wall. The backs of the boots dug into her calves and her arms were sore from trying to protect herself but it was better than being crushed by rubble thrown out into empty space.

"Almost through, almost through! Remember, you're looking for a gun that makes holes, not bullet holes but—but holes like—oh, you'll figure it out." She'd already figured it out, knew what he was talking about and mildly loathed him for it, "One more time ought to do it! Rrrreeaaallly hold on this time!"

One more tremendous bang and everything went still. Someone was coughing. Chell cautiously uncurled herself from the ball and squirmed out of the space between the bed and the bedside stand. The place didn't even look like a room anymore; the walls were gone, the air coated with quickly clearing dust, the floor littered with drywall and bits of metal, and only the bed, the stand beside it, and the dresser remained bolted to the floor. Everything else was smashed or missing. She stood up slowly, flexing and twisting limbs and checking for any permanent damage. Nothing seemed to be broken but she had acquired a few minor scrapes and some bruises would definitely be showing up. Nothing she couldn't handle.

Chell plucked her way expertly over the rubble to the edge of the once-upon-a-time room, brushing dust off of herself as she went. She stopped, balancing easily in her boots on some titled concrete, looking up at Wheatley. He was fidgeting nervously, probably because his plan to kill her had failed, and actually looked somewhat scared of her. Well that was new. _She_ had never shown fear, only a passive aggressive rage and an utter, unashamed distaste. But this one, this Wheatley, looked as if he was expecting her to start berating him. After a moment, he seemed to gather himself up and started babbling again.

"Listen, you're probably not actually qualified for this kind of cognitive course, But I'm—we—are really out of options here." One of his ridiculously long legs slipped off the footrest of his chair and shot out into open space. He quickly yanked it back and set about trying to find a way to keep all his limbs in close proximity to his body, "So just go on through, find the Portal Device—that's the gun that makes the special holes, by the way—and I'll meet you on the other side. All right?"

Not all right. Chell's eyes narrowed and she sent a glare in his direction. The Portal Device; it was a nifty thing, she wouldn't deny that, but it had caused her nothing but grief. All of those test, those countless hours/days/months spent traipsing through an empty labyrinth all to satisfy a half-mad AI. Just the mention of the thing made her want to start throwing things.

In response to her distrustful and angry look, he hunched his shoulders and seemed to be trying to withdraw into himself. The blue orb on the eye-disc on his front shrank and the metal plates around it slitted in a fearful manner,

"Er, uh, really, this is kind of important, see, think I mentioned it before, pretty sure I did, just that this place is not up to health code standards aaaannnnddd it might kill us. Slowly. Or—or quickly, just depends on which bits fall apart first." His rambling was an invisible shield that mimicked the substantial one he appeared to be trying to make with his arms hovering in front of his chest, "Point is…point is that I can't us the Portal Device—Core Constructs and anti-use programming, all very complicated, technical stuff—." She was under the impression that he actually didn't know what he was talking about, "And you probably don't want to be stuck here, so you know, everyone wins, really. So—so if you could just go in there and I'll meet you on the other side of the track…"

It was a lame ending and he was tapping his fingertips together, the wires swinging through the air, a ridiculous and crooked smile plastered across his face. But he was nervous. No, Chell realized, not just nervous, he was downright scared. He was actually honest to God scared and maybe not a little bit lost.

Not at all like Her.

She felt the smallest surge of pity for him. He was probably all alone in this massive, terrifying place and, even if he was an Aperture creation, he probably had no idea what was going on. He seemed pretty clueless.

Chell gave him a searching look, deciding to help him but not trust him, and then turned away. She carefully threaded her way through the debris to the cracked and weak looking glass at the edge of the mess. The air was dank and heavy and old, vines crept through cracks and forced themselves over the once proud walls. Everything was empty, dying, and alone. She looked back over her shoulder at Wheatley, waiting to see if he would follow, waiting to see if he would shoot her in the back.

"I…I can't follow you, luv." Well, he got part of the message. He raised one large hand and made a vague gesture towards the metal rail his chair was attached too, "I…I just…can't. Sorry."

He didn't sound _that_ sorry about it. Chell looked from his distressed features, to the rail, and back again. He waved tentatively as if to reassure her that, yes, he was still there. A ghost of the smile was twisting his lips, pushing at the scar-like lines etched down his face. It was almost pitiful, seeing something in the visage of a grown man curled pathetically in a tiny chair, looking for all the world like he didn't want her to go because he simply couldn't bear the thought of being alone for another second.

Chell clenched her jaw, turned her back on him, and stepped out onto the glass. It was already weak and her weight made it shatter. Light refracted around her as she dropped, an almost pleasant tinkling filling the air as the shards hit the tile floor she had landed on.

That stupidly too-happy voice was talking again and she was beginning to hate it. The room was familiar thought. Hauntingly so. White floor, glass walls, a tiny stand with a radio (silent and displaying a blinking 12:00), and a toilet that didn't look safe to use at all. Knowing what was coming, knowing what probably lay ahead and hating it and knowing it was necessary, Chell turned to face the only part of the wall that was not glass; a flat, off-white, concrete-ish slab dotted on the edges with black, mechanical bits.

"_The portal will open in 3…2…1…"_

A noise like the wind and tearing paper and rustle of cloth popped the air and a spiral of orange burst across the wall. It ripped a hole in time and space as easily as if it had been slicing through butter. Chell glared at it, at the sight on the other side that was somewhere else, somewhere outside the glass box, and squared her shoulders. There was only one way out.

Without a backward glance, she ducked through the open portal and into the crumbling paths of the Aperture Science Testing Facility.

* * *

><p><em>Apologizing again for the repeat chapter. I'll try and avoid that in the future. Next chapter will be all of Chell. Maybe a little Wheatley. <em>

_Also apologizing for the super slow updates. This isn't my priority, it's a side project and it's fun, but life is life is life is life. I'll try not to go too long without updates because I really do enjoy this. Wait until we get even further into the story, that's when the real fun will begin…_

_So please let me know what you like and don't like, feedback is great, it inspires me to write more! Thanks to everyone who has been reading! Stick around for another update!_


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